Acquisition

September 24, 2026 BSE Limited National Stock Exchange of India Limited Department of Corporate Services Listing Department Floor 25, P. J. Towers, “Exchange Plaza”, Dalal Street, C-1, Block G, Bandra – Kurla Complex, Mumbai-400 001. Bandra (E), Mumbai – 400 051. Scrip Code: 532051 Scrip Symbol: SWELECTES Dear Sir / Madam, Sub: Acquisition of GNU Solar Assetco Two Private Limited and Additional investment in the Equity Shares of USolar Assetco Four Private Limited The Investment Committee of the Board of Directors at their meeting held today (September 24, 2026) had approved the following: 1. Additional investment in the Equity Shares of USolar Assetco Four Private Limited Investment in the Equity Share Capital of USolar Assetco Four Private Limited (Wholly Owned Subsidiary / Investee Company) up to Rs.20,76,66,459 for setting up of 26.6 MWp DC solar power plant under Group Captive Scheme. On allotment of shares by the Investee Company (including to the other identified group captive investors), the status of Wholly Owned Subsidiary would change to the Subsidiary Company of SWELECT ENERGY SYSTEMS LIMITED. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026 are as follows: (a) name of the target entity, details in brief USOLAR ASSETCO FOUR PRIVATE LIMITED such as size, turnover etc. The Company was incorporated on 2nd June 2025 with a paid-up equity share capital of Rs.10,00,000/- and is yet to commence its commercial production / operation. Latest financial parameter of target entity: Turnover (Rs. in Crore) - Nil PAT (Rs. in Crore) - Nil Net worth (Rs. in Crore) - 0.10 (b) whether the acquisition would fall within Yes. related party transaction(s) and whether The transaction falls under related party the promoter/ promoter group/ group transaction as per SEBI LODR Regulations and companies have any interest in the entity the Listed entity at present holds 100% equity being acquired? If yes, nature of interest share capital in the above subsidiary and after and details thereof and whether the same the allotment to Group captive investors, the is done at “arm’s length”; listed entity will hold 74% of the equity Share capital in the above subsidiary. The proposed transaction is at arm’s length basis. (c) industry to which the entity being Solar power generation and Distribution acquired belongs; (d) objects and impact of acquisition USolar Four is setting up a Solar Power Plant (including but not limited to, disclosure of under group captive scheme, which would reasons for acquisition of target entity, if result in increase of consolidated turnover of its business is outside the main line of the Company. business of the listed entity); (e) brief details of any governmental or Not Applicable regulatory approvals required for the acquisition (f) indicative time period for completion of The additional investment will be made as per the acquisition the offer letter circulated by the Investee Company on multiple tranches. (g) consideration - whether cash Cash consideration or share swap or any other form and details of the same (h) cost of acquisition and/or the price at Acquisition cost/ investment amount not which the shares are acquired exceeding Rs.20,76,66,459 (Rupees Twenty Crores Seventy-Six Lakhs Sixty-Six Thousand Four Hundred and Fifty-Nine only) Price per share – Rs.89/- consisting of face value Re.1/- issued at a premium of Rs.88/- per Equity share. (i) percentage of shareholding / control The Company proposes to subscribe upto a acquired and / or number of shares maximum of 23,33,331 equity shares having acquired face value of Re.1/- each Present Shareholding – 100% Post Investment Shareholding– 74% (subject to allotment of shares to other group captive investors by the investee company) (j) brief background about the entity USOLAR ASSETCO FOUR PRIVATE LIMITED, acquired in terms of products / line of became wholly owned subsidiary of the business acquired, date of incorporation, Company (SWELECT Energy Systems history of last 3 years turnover, country in Limited) on 9th July 2026. which the acquired entity has presence and any other significant information (in Line of business acquired: Solar Power brief) Generation, Erection and commissioning of solar & other renewable energy devices and facilitate solar, wind and other renewable energy plant deployment, including consultancy regarding, installation and maintenance and operation relating to Renewable energy systems and renewable energy. Date of incorporation: 2nd June 2025 History of last 3 years’ turnover: Not Applicable for two years, since it was incorporated last year. Turnover for FY 2025-26 – Nil The investee company is under process to set- up a Solar Power Plant with an initial capacity upto 26.6 MWp DC under group captive scheme. 2. Acquisition of GNU Solar Assetco Two Private Limited Acquisition of 100% (one hundred percent) equity shares of GNU SOLAR ASSETCO TWO PRIVATE LIMITED (‘GNU Solar Two’/ ‘target entity’), a based in Karnataka. Subsequent to this acquisition, GNU Solar Two would become a Wholly Owned Subsidiary of the Company and in future, it would set up a solar power plant under Group Captive Scheme. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026 are as follows: (a) name of the target entity, details in GNU SOLAR ASSETCO TWO PRIVATE brief such as size, turnover etc. LIMITED The Company was incorporated on 15th June 2026 with a paid-up equity share capital of Rs.10,00,000/- and is yet to commence its commercial production / operation. Latest financial parameter of target entity: Turnover (Rs. in Crore) - Nil PAT (Rs. in Crore) - Nil Net worth (Rs. in Crore) - 0.10 (b) whether the acquisition would fall No. within related party transaction(s) and The Company would become a related party whether the promoter/ promoter group/ subsequent to the completion of the proposed group companies have any interest in the acquisition. entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”; © industry to which the entity being Solar power generation and Distribution acquired belongs; (d) objects and impact of acquisition GNU Solar Two proposes to set up a Solar (including but not limited to, disclosure of Power Plant under group captive scheme, reasons for acquisition of target entity, if which would result in increase of consolidated its business is outside the main line of turnover of the Company. business of the listed entity); (e )brief details of any governmental or Not Applicable regulatory approvals required for the acquisition (f) indicative time period for completion The acquisition will be made as per the of the acquisition Securities Purchase Agreement or such other definitive agreement to be entered with the selling shareholders of GNU Solar Two. (g)consideration - whether cash Cash consideration or share swap or any other form and details of the same (h)cost of acquisition and/or the price at Acquisition cost not exceeding Rs.10 lakhs which the shares are acquired (Rupees Ten lakhs only) (i) percentage of shareholding / control The Company proposes to acquire 10,00,000 acquired and / or number of shares equity shares having face value of Re.1/- each acquired (100% of total shares of the target entity) (j) brief background about the entity GNU Solar Assetco Two Private Limited was acquired in terms of products / line of incorporated as a subsidiary of U-SOLAR business acquired, date of incorporation, CLEAN ENERGY SOLUTIONS PRIVATE history of last 3 years turnover, country in LIMITED in Karnataka. which the acquired entity has presence and any other significant information (in Lin [Showing first 8,000 characters — download PDF for full document]